Resources: Think Hard Before Saying Yes To Spouse Of Director

Q: Can non-board members attend board meetings? Here’s our situation. We invited a man to join the board and were delighted when he said yes. He brings a lot to the table, including some badly needed testosterone! He is committed to being at the board meetings, but his job will keep him from doing a lot of the work in the community that we expect of our board members. However, when he accepted our invitation he told us his wife is also committed to our mission and is interested and capable of doing the community engagement work on his behalf. She wants to attend the board meetings so that she has the big picture when doing this work. Her request makes sense to us, but we don’t know if she can attend legally. Our bylaws say nothing on the subject.

A: A twofer – and it sounds like both husband and wife are real assets… lucky you! Seriously, though, this raises some interesting issues to consider.

Let’s start with whether the wife can legally attend. Many nonprofits – particularly those tied to government in some way – must operate in the sunshine, meaning that not only are the resolutions and decisions always open to the public, the meetings are as well. I often suggest to organizations that, even if they aren’t obligated to do so, they operate as if they were under the sunshine laws. Generally what I mean by that is that they operate transparently – making resolutions and decisions public. But, it could mean that people be allowed to come to board meetings, as long as they want to and are respectful of the process. If the board has something sensitive to discuss it can go into executive session.

I generally do not recommend that husbands and wives sit on a board together, despite the many potential benefits. I spelled out the reasons for this in a previous column, “Should Husbands and Wives Serve Together?” In this case, though, the wife would not be a board member, but rather an über-volunteer. While many of the same concerns apply, I’d be less concerned with her attendance, especially since her reason for wanting to be there is hard to argue with. It is pretty difficult to do important work if you don’t have the grounding!

That being said, while you’ve been assured that the board member husband intends to be at all your meetings, I’d be aware of the three possible scenarios if you do decide his wife can attend as well. He might become even more involved with the organization because it gives the two of them something to do together. That’s a good thing. But, he might equally begin backing off, figuring his wife can keep him up to date. And that’s not a good thing. After all, he is the board member. He’s the one with the legal responsibilities. Finally, what happens if the wife loves coming to the board meetings but starts sloughing off the community commitments she’s been assigned? After all, you are permitting her attendance solely on the basis that it will allow her to be the best community volunteer she can be. Before you make any decision I would determine how you will handle things if you see either party becoming less involved.

Then there is the issue of precedent. If you bring the wife into your boardroom, whether or not this works out the way you hope it will, I predict more couples will want the same privilege. And these couples may not be as committed to doing the work.

A scarier thought: there is already a common view that it’s impossible to find people to serve on a board. I also predict an increased likelihood that the board will look to “shared directorships” in the future and that this will be less as a desired state than a cop-out. After years of pushing boards to find the best directors they can find and having high expectations of these individuals, this could easily descend into the “any warm body will do” mindset.

If you ultimately decide that you want the wife to attend your meetings, it should be clear that the husband is the one on the board. The wife would not vote – unless your bylaws do allow for surrogates, which few do and which would only further hasten the day when the husband stops showing up. You may decide that she not even be given a voice.

If you decide that the risks aren’t worth having the wife attend board meetings but she is still interested in working with you, determine how you can get her the information she really needs to do the type of job that the organization and the community deserves.

Good luck!

Response:

My client “solves” this situation beautifully. Every Member of the Association’s spouse/significant other is referred to as a “Life Partner” and Board Members and their Life Partners are always invited to every activity of the Association, including the Board Meetings.

During such occasions, we hold some “business sessions” with the Board only, but when we move into business sessions that encompass programmatic updates, education, research, visibility, planning etc., we “change the setting” and conduct those portions for the Board, their Life Partners, and invited guests. And, the overwhelming percentage of Life Partners DO attend the meetings, and they end up knowing a lot about what the organization is doing, and where we are heading. Thus, the Board Member/spouse end up being a true “advocacy team” for our mission and work, and it builds magnificent esprit de corps among the Members and their Life Partners. We’ve even had instances where the Board Member was unable to attend, but the Life Partner feels so much a part of our mission and programs that they come solo!

There is also a real shared sense that the financial gifts being made are being made by BOTH of them, not just the Board Member, and they both feel really good about their philanthropic investment.

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